Manoj Vaibhav Gems N Jewellers Ltd Directors Report

To,

The Members,

Manoj Vaibhav Gems N Jewellers Limited

Your directors are pleased to present the Thirty-Seventh (37 th ) Annual Report of Manoj Vaibhav Gems N Jewellers Limited (the Company), together with the Audited Financial Statements for the financial year ended March 31, 2026.

The financial statements have been prepared in accordance with the applicable provisions of the Companies Act, 2013 (the Act), the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, other applicable Rules framed thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and generally accepted accounting principles in India.

The Board remains committed to maintaining the highest standards of corporate governance, transparency, accountability and ethical business practices while creating sustainable long-term value for all stakeholders.

Financial summary/highlights:

The financial performance of your Company for the year ended March 31, 2026 is summarized below:

(Rs. in Crores)

Particulars	Current Financial Year 2025-26	Previous Financial year 2024-25
Revenue from Operations	2744.03	2384.02
Other Income	15.19	13.44
Total Income	2759.22	2397.46
Profit before exceptional items, finance costs, depreciation and tax	200.44	177.98
Less: Depreciation and amortisation expense	9.58	8.33
Profit before exceptional items, finance costs and tax	190.86	169.65
Less: Finance Costs	35.50	39.98
Profit before exceptional items and tax	155.36	129.67
Add/ (Less): Exceptional Items	1.44	-
Profit before tax	153.92	129.67
Less: Tax Expense (Current & Deferred)
a. Current Tax	40.11	33.60
b. Deferred Tax	(1.13)	(0.51)
c. Short/(Excess) provision of earlier years	(0.04)	(3.85)
Profit for the year	114.98	100.43
Earning Per Equity share
a. Basic	23.54	20.56
b. Diluted	23.54	20.56

1. State of the Companys Affairs

The financial year 2025-26 was another year of steady growth and operational excellence for your Company. Despite a dynamic economic environment, fluctuations in gold prices and evolving consumer preferences, the Company continued to strengthen its market presence through its customer-centric business model, robust operational framework, prudent financial management and continued focus on rural and semi-urban jewellery markets.

During the financial year under review, the Company continued to strengthen its position in the organised jewellery retail sector through its customer-centric approach, expansion initiatives and hyperlocal retail strategy. The Company remained focused on enhancing operational efficiencies, optimising inventory management and delivering superior customer experience across its showroom network.

During financial year 2025-26, the Company achieved Revenue from Operations of Rs. 2,744.03 Crores as against Rs. 2,384.02 Crores in the previous financial year, registering a growth of 15.10%. Total Income increased to Rs. 2,759.22 Crores from Rs. 2,397.46 Crores, representing a growth of 15.09% over the previous financial year. The Companys EBITDA stood at Rs. 185.25 Crores, compared with Rs. 164.54 Crores in the previous financial year. Profit Before Tax increased to Rs. 153.92 Crores, compared to Rs. 129.67 Crores recorded in the previous financial year. Profit After Tax for the year stood at Rs. 114.98 Crores, compared to Rs. 100.43 Crores during FY 2024-25, reflecting a healthy increase in profitability driven by higher revenues, operational efficiencies and prudent financial management.

The Directors are pleased to note that the Companys consistent focus on expanding its retail footprint, strengthening brand equity, improving operational efficiencies and maintaining financial discipline has contributed to the continued growth in revenue and profitability during the year.

2. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

3. Amounts, if any, which it proposes to carry to any reserves

During the financial year under review, the Company has not transferred any amount to the General Reserve. The entire profits for the year have been retained to strengthen the Companys financial position and support future business growth.

4. Dividend

With a view to conserving resources for future growth, expansion plans and strengthening the Companys financial position, your Board has not recommended any dividend (interim or final) for the financial year ended March 31, 2026.

5. Change in nature of business

During the financial year under review, there was no change in the nature of the business of the Company. The Company continues to be engaged in the retail sale of jewellery and allied products.

6. Transfer of unclaimed dividend to investor education and protection fund

The Company has not declared any dividend during the year under review. Hence, the provisions of Section 124 of the Companies Act, 2013 relating to transfer of unpaid/unclaimed dividend and shares to the Investor Education and Protection Fund are not applicable.

7. Share capital

During the financial year under review, there was no change in the authorised, issued, subscribed or paid-up equity share capital of the Company. The paid-up equity share capital of the Company as at March 31, 2026 stood at Rs. 48.85 Crores comprising 4,88,47,441 equity shares of Rs. 10 each fully paid-up.

Sl. No. Particulars	(Rs. In Crores)
1. Authorised Share Capital	55.00
5,50,00,000 Equity Shares of Rs. 10/- each
2. Equity Shares at the beginning of the year:	48.85
Issued, Subscribed & Paid-up Share Capital:
4,88,47,441 equity shares of Rs. 10/- each
3. Equity Shares at the end of the year:	48.85
Issued, Subscribed & Paid-up capital:
4,88,47,441 equity shares of Rs. 10/- each

During the year under review:

• the Company has not issued any equity shares with differential voting rights;

• the Company has not issued any sweat equity shares;

• the Company has not granted any employee stock options; and

• there has been no buy-back of equity shares. The equity shares of the Company continue to remain listed on the National Stock Exchange of India Limited and BSE Limited, and the Company has complied with the applicable listing requirements during the financial year.

8. Number of meetings of the board

During the financial year under review, Seven (7) Meetings of the Board of Directors were held. The maximum interval between any two consecutive Board Meetings did not exceed one hundred and twenty (120) days, as prescribed under the Companies Act, 2013, the SEBI Listing Regulations and Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India. Details of the meetings of the Board and attendance of Directors form part of the Corporate Governance Report, which forms an integral part of this Annual Report.

9. Details of directors or key managerial personnel who were appointed or have resigned during the year

The Board of Directors of the Company comprises an optimum combination of Executive, Non-Executive and Independent Directors, ensuring an appropriate balance of skills, experience, expertise, diversity and independence in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, the following changes took place in the composition of the Board:

Appointment of Joint Managing Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Gontla Rakhal(DIN: 07707477) as the Joint Managing Director of the Company for a term of five (5) years with effect from August 11, 2025, subject to the approval of the Members. The Members approved his appointment by passing a Special Resolution at the 36 th Annual General Meeting held on September 26, 2025

Appointment of Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board appointed Mrs. Jonnada Vaghira Kumari (DIN: 06962857) as an Additional Director (Independent Category) with effect from August 11, 2025. The Members approved her appointment as an Independent Director, not liable to retire by rotation, for a term of five (5) consecutive years commencing from August 11, 2025, by passing a Special Resolution at the 36 th Annual General Meeting held on September 26, 2025.

Key Managerial Personnel

During the financial year under review, Mr. Gontla Rakhal, who was serving as the Chief Operating Officer of the Company, was appointed as Joint Managing Director with effect from August 11, 2025. Except for the said appointment, there were no other changes in the Key Managerial Personnel of the Company during the year.

10. Committees composition & meetings

In compliance with the provisions of the Companies Act, 2013, the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted various statutory committees to facilitate effective governance and assist it in discharging its responsibilities.

During the financial year under review, pursuant to the appointment of Mr. Gontla Rakhal as Joint Managing Director and Mrs. Jonnada Vaghira Kumari as an Independent Director, the composition of certain Board Committees was reconstituted to ensure continued compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The composition of the Committees as at March 31, 2026 is as under:

a. Audit Committee

The Audit Committee has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The Committee oversees the integrity of the Companys financial reporting process, internal financial controls, risk management framework, statutory and internal audit functions, and compliance with applicable legal and regulatory requirements. The composition of the Audit Committee is as follows:

Sl. No. Name of the Members	Designation in Committee
1. Mr. Adabala Seshagiri Rao Independent Director	Chairperson
2. Mr. Ramesh Babu Nemani Independent Director	Member
3. Mrs. Sridevi Dasari Independent Director	Member
4. Mrs. Sai Keerthana Grandhi Whole time Director & CFO	Member

All the recommendations made by the Audit Committee during the financial year were accepted by the Board.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. Consequent upon the appointment of Mrs. Jonnada Vaghira Kumari as an Independent Director, the Committee was reconstituted on November 11, 2025. The composition of the Committee is as follows:

Sl. No. Name of the Members	Designation in Committee
1. Mrs. Sridevi Dasari Independent Director	Chairperson
2. Mr. Adabala Seshagiri Rao Independent Director	Member
3. Mr. Ramesh Babu Nemani Independent Director	Member
4. Mrs. Jonnada Vaghira Kumari Independent Director	Member

The Committee identifies and recommends suitable candidates for appointment to the Board and Senior Management, formulates and reviews the remuneration policy, oversees succession planning and carries out performance evaluation of the Board, its committees and individual Directors.

c. Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. Consequent upon the appointment of Mrs. Jonnada Vaghira Kumari as an Independent Director, the Committee was reconstituted on November 11, 2025. The composition of the Committee is as follows:

Sl. No. Name of the Members	Designation in Committee
1. Mr. Ramesh Babu Nemani Independent Director	Chairperson
2. Mrs. Sridevi Dasari Independent Director	Member
3. Mr. Adabala Seshagiri Rao Independent Director	Member
4. Mrs. Jonnada Vaghira Kumari Independent Director	Member
5. Mrs. Sai Keerthana Grandhi Whole time Director & CFO	Member

The Committee oversees investor services and shareholder grievance redressal and ensures timely resolution of investors complaints in accordance with the applicable regulatory requirements.

d. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee has been constituted pursuant to Section 135 of the Companies Act, 2013. The composition of the Committee is as follows:

Sl. No. Name of the Members	Designation in Committee
1. Mrs. Bharata Mallika Ratna Kumari Grandhi Chairperson & Managing Director	Chairperson
2. Mrs. Sai Keerthana Grandhi Whole time Director & CFO	Member
3. Mrs. Sai Sindhuri Grandhi Executive Director	Member
4. Mrs. Sridevi Dasari Independent Director	Member

The Committee formulates and monitors the implementation of the Corporate Social Responsibility Policy and recommends CSR programmes, projects and expenditure to the Board in accordance with the applicable provisions of the Companies Act, 2013 and the CSR Rules.

e. Risk Management Committee

The Risk Management Committee has been constituted in accordance with Regulation 21 of the SEBI Listing Regulations. Consequent upon the appointment of Mr. Gontla Rakhal as Joint Managing Director, he became a Member of the Risk Management Committee with effect from August 11, 2025. The composition of the Committee is as follows:

Sl. No. Name of the Members	Designation in Committee
1. Mrs. Bharata Mallika Ratna Kumari Grandhi Chairperson & Managing Director	Chairperson
2. Mrs. Sai Keerthana Grandhi Whole time Director & CFO	Member
3. Mr. Ramesh Babu Nemani Independent Director	Member
4. Mr. Gontla Rakhal Joint Managing Director	Member

The meetings, attendance of members, role and terms of reference of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee and other details are provided in the Corporate Governance Report which forms part of Annual Report.

11. Policy on directors appointment and remuneration and other matters

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Nomination and Remuneration Policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of Directors performance, recommend the remuneration package of the Executive and the Non-Executive Directors. The Committee reviews the remuneration package payable to Executive Director(s), makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key manage rial personnel and senior management personnel of the Company which is also placed on the Companys website. The link for accessing the policy is as given below also uploaded on the website of your Company and can be accessed at: https://www.vaibhavjewellers.com/investor-relations The Nomination and Remuneration Committee periodically reviews the Policy to ensure its continued alignment with the Companys business objectives, regulatory requirements and evolving governance practices.

12. Annual evaluation of board performance and performance of its committees and individual directors

Pursuant to the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Nomination and Remuneration Policy of the Company, the Board has carried out an annual evaluation of its own performance, the performance of its committees and that of the individual Directors.

The evaluation was undertaken through a structured evaluation framework approved by the Nomination and Remuneration Committee, based on objective and comprehensive criteria appropriate to the roles and responsibilities of the Board, its committees and individual Directors.

The evaluation of the Board of Directors covered, inter alia, the composition and diversity of the Board, effectiveness of the corporate governance framework, strategic oversight, adequacy of risk management and internal control systems, quality and timeliness of financial and operational information placed before the Board, effectiveness of Board meetings, adequacy of deliberations, functioning of Board Committees and the overall discharge of the Boards fiduciary responsibilities. The performance evaluation of the Chairperson included leadership effectiveness, promotion of constructive participation and deliberations at Board meetings, relationship with the Board and management, promotion of shareholder confidence, communication with stakeholders, integrity, professional competence and overall contribution towards the growth and governance of the Company. The evaluation of the Executive Directors was carried out considering various parameters, including attendance and participation in Board and Committee Meetings, professional competence and domain expertise, accomplishment of assigned responsibilities, contribution towards the Companys growth and business performance, strategic initiatives, leadership qualities, adherence to the Companys Code of Conduct, compliance with statutory and internal policies, safeguarding of confidential information and whistle blower interests, teamwork and overall contribution towards the effective functioning of the Company.

The performance of the Independent Directors was evaluated by the entire Board, excluding the Director being evaluated, taking into consideration their participation in Board deliberations, exercise of independent judgment, governance oversight, contribution to strategic guidance, safeguarding of stakeholders interests and fulfilment of their fiduciary responsibilities.

The Independent Directors, at their separate meeting held on March 23, 2026, reviewed the performance of the Non-Independent Directors, the Chairperson and the Board as a whole. They also assessed the quality, adequacy and timeliness of the flow of information between the management and the Board to enable the Directors to effectively discharge their duties.

Based on the outcome of the evaluation, the Board expressed its satisfaction with the overall effectiveness of the Board, its committees and individual Directors. The evaluation process reaffirmed that the Board continues to function as an effective and cohesive body, providing strategic guidance, effective oversight and sound governance in the best interests of the Company and its stakeholders.

13. Familiarization / orientation program for independent directors

Pursuant to the requirements of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a structured Familiarisation Programme for its Independent Directors with a view to familiarise them with the Company, their roles, rights and responsibilities, the nature of the industry in which the Company operates, its business model, strategic priorities, governance framework and the regulatory environment.

The Familiarisation Programme is designed to provide the Independent Directors with meaningful insights into the Companys business operations, organisational structure, financial performance, business strategies, risk management framework, internal financial controls, compliance systems and significant developments affecting the Companys business.

The Independent Directors are regularly updated on changes in the legal and regulatory framework, amendments to the Companies Act, 2013, the SEBI Listing Regulations and other applicable laws, as well as emerging governance practices and business risks. The Familiarisation Programme is an ongoing process aimed at enabling the Independent Directors to effectively discharge their fiduciary duties, provide informed and independent judgement, and actively contribute to the deliberations and decision-making of the Board and its Committees.

The details of the Familiarisation Programme imparted to the Independent Directors are available on the Companys website at https://www.vaibhavjewellers. com/investor-relations.

14. Directors responsibility statement

Pursuant to Section 134(3) (c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Board believes that the Companys governance framework, internal control environment, compliance management systems and risk management processes provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, compliance with applicable laws and regulations, and the orderly and efficient conduct of its business operations.

15. Statement on declaration given by independent directors

All the Independent Directors of the Company have furnished declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they continue to satisfy the conditions of independence throughout the financial year under review.

The Independent Directors have further confirmed that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013 and have affirmed compliance with the Companys Code of Conduct for Directors and Senior Management Personnel.

The Board has taken on record the declarations and confirmations received from the Independent Directors and, after undertaking the prescribed assessment, is of the opinion that all the Independent Directors possess the requisite integrity, expertise, experience (including proficiency, wherever applicable), knowledge and competencies required to effectively discharge their duties and responsibilities. The Board further confirms that the Independent Directors are persons of high professional standing and continue to provide independent judgment and valuable guidance in the deliberations of the Board and its Committees.

The Independent Directors have also confirmed that they have complied with the requirements relating to registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA), wherever applicable, in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder.

16. Extract of annual return

Pursuant to the provisions of Section 92(3) and 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as at March 31, 2026, prepared in accordance with Section 92(3) of the Act can be accessed on the Companys website at: https://www.vaibhavjewellers. com/investor-relations.

17. Details about the policy developed and implemented by the company on corporate social responsibility (CSR) initiatives

The Company firmly believes that sustainable business growth is intrinsically linked with inclusive social development and environmental stewardship. Corporate Social Responsibility (CSR) forms an integral part of the Companys philosophy of responsible business and reflects its commitment towards creating long-term value for society while conducting its business in an ethical and sustainable manner.

The CSR initiatives of the Company are focused on creating meaningful and lasting social impact in the areas identified under its CSR Policy and are undertaken in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Corporate Social Responsibility Committee of the Board oversees the formulation, implementation and monitoring of the CSR Policy and recommends the annual CSR action plan, projects and expenditure to the Board for its approval.

During the financial year under review, the Company has complied with the applicable provisions relating to Corporate Social Responsibility under the Companies Act, 2013.

The CSR policy is available on the website of the Company at https://www.vaibhavjewellers.com/ investor-relations. The Annual Report on Corporate Social Responsibility containing the particulars specified under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure A and forms an integral part of this Report.

18. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, neither the Statutory Auditor nor the Secretarial Auditor has reported any instance of fraud committed against the Company by its officers or employees during the financial year under review which is required to be reported to the Central Government.

19. Maintenance of cost records

The provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 relating to maintenance of cost records are not applicable to the business activities carried on by the Company.

20.Auditors

a. Statutory Auditors

M/s. Sagar & Associates, Chartered Accountants (Firm Registration No. 003510S), are the Statutory Auditors of the Company and hold office until the conclusion of the ensuing 37 th Annual General Meeting.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended to the Members the re-appointment of M/s. Sagar & Associates, Chartered Accountants, as the Statutory Auditors of the Company for a second term of five (5) consecutive years, commencing from the conclusion of the 37 th Annual General Meeting until the conclusion of the 42 nd Annual General Meeting, at such remuneration as may be determined by the Board of Directors in consultation with the Statutory Auditors.

The Financial Statements of the Company for the financial year ended March 31, 2026 have been audited by the Statutory Auditors. The Audit Report issued by them contains an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer.

b. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. P. A. Naidu & Associates, Chartered Accountants (Firm Registration No. 016254S), as the Internal Auditors of the Company for the financial year 2025-26.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company, at the 36 th Annual General Meeting held on September 26, 2025, appointed M/s. P. S. Rao & Associates, Company Secretaries (Certificate of Practice No. 3289) as the Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from the financial year 2025-26 and continuing up to the conclusion of the 41 st Annual General Meeting.

The Secretarial Audit report issued by the Secretarial Auditor for the financial year 2025-26 forms part of this report and is annexed as Annexure B to the Directors Report.

d. Cost Auditors

The appointment of Cost Auditors as specified under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

21. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report and explanation/ comments by the board:

The Statutory Auditors Report and the Secretarial Audit Report for the financial year ended March 31, 2026 do not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comments of the Board under Section 134(3)(f) of the Companies Act, 2013 are required.

22. Conservation of energy, technology absorption and foreign exchange earnings/outgo

The information required under Section 134(3) (m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:

A. Conservation of Energy

The Company remains committed to conducting its operations in an environmentally responsible and energy-efficient manner. During the year under review, the Company continued to implement various energy conservation initiatives aimed at reducing energy consumption, improving operational efficiency and minimising its carbon footprint.

Some of the significant initiatives undertaken by the Company include:

• Installation and utilisation of rooftop solar power systems;

• adoption of energy-efficient lighting systems;

• implementation of Smart Building Management Systems;

• installation of smart energy meters, flow meters and temperature sensors;

• optimisation of HVAC systems through Variable Frequency Drives (VFDs);

• deployment of energy-efficient chilled water and condenser water pumps; and

• continuous monitoring and optimisation of utilities to improve overall energy efficiency.

Rajamahendravaram Showroom

Solar photovoltaic panels installed at the Rajamahendravaram showroom generated substantial energy savings during the year, resulting in electricity savings of 21,539 kVAh, corresponding to an estimated monetary saving of Rs. 2.53 lakh and a reduction in carbon emissions of approximately 22 tonnes of CO2.

V Square – Visakhapatnam

The Companys flagship showroom at Visakhapatnam continued to benefit from its Smart Building Management System and various energy optimisation initiatives, resulting in energy savings of approximately 5,43,814 kVAh, corresponding to an estimated saving of Rs. 61.67 lakh, while reducing carbon emissions by around 566 tonnes of CO2.

The Company will continue to explore sustainable technologies and energy-efficient solutions across its operations to support its commitment towards responsible business practices.

B. Technology Absorption, Adaptation and Innovation

The Company did not undertake any research and development activities requiring disclosure under the Companies Act, 2013 during the financial year. However, the Company continues to leverage indigenous software applications and digital technologies to improve operational efficiency, inventory management, customer experience and business processes.

C. Foreign Exchange Earnings and Outgo:

i) Foreign Exchange earned in terms of actual inflows: Rs 5,96,436/-

ii) Foreign Exchange Outgo in terms of actual outflows: NIL

23. Particulars of employees and remuneration

The Company firmly believes that its employees are its most valuable asset and remains committed to fostering an inclusive, performance-driven and people-centric work culture that encourages professional growth, innovation and excellence. As at March 31, 2026, the Company had 1,113 employees across its various locations.

The disclosures relating to remuneration and other particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report.

The statement containing particulars of employees in accordance with Rule 5(2) and Rule 5(3) of the aforesaid Rules is annexed as Annexure – C .

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure D and form part of this Report.

24. Particulars of contracts or arrangements with related parties

All Related Party Transactions entered into during the financial year under review were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has formulated a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions, which provides the framework for identification, review, approval and reporting of Related Party Transactions in accordance with the applicable statutory and regulatory requirements. The Policy is periodically reviewed by the Board and updated to align with amendments in the applicable laws, regulatory requirements and evolving business needs.

All Related Party Transactions are subject to the prior review and approval of the Audit Committee in accordance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions. Omnibus approvals are obtained from the Audit Committee for repetitive transactions of a routine nature, wherever permissible, and all such transactions are placed before the Audit Committee for periodic review.

In compliance with Regulation 23 of the SEBI Listing Regulations, the Related Party Transactions were considered and approved by the Audit Committee. Only the Independent Directors constituting the Audit Committee participated in the consideration and approval of the Related Party Transactions, while the interested related party, wherever applicable, did not participate in the deliberations or voting on such transaction(s).

There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders approval under the Listing Regulations. All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company. The details of the Related Party Transactions entered into during the financial year are disclosed in Note No. 44 forming part of the Financial Statements and have been reported in accordance with the requirements of Indian Accounting Standard (Ind AS) 24 – Related Party Disclosures.

The Board, on the recommendation of the Audit Committee, periodically reviews the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions to ensure continued alignment with the applicable statutory provisions, regulatory amendments and the Companys business requirements.

The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is available on the Companys website at https://www.vaibhavjewellers.com/investor-relations The requisite details of the related party transactions are provided as Annexure E to the Directors Report in Form AOC-2 in compliance with Section 188 of the Companies Act, 2013.

25.Deposits

The Company has not accepted or renewed any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

26. Particulars of loans, guarantees or investments under section 186 of the companies act, 2013

During the year, the Company did not grant any loans, provide any guarantees or create any security requiring disclosure under the said section

27. Management discussion and analysis report

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, containing, inter alia, an overview of the industry structure and developments, business performance, opportunities and threats, outlook, risks and concerns, internal control systems and financial performance of the Company, forms part of this Annual Report as Annexure – F.

28. Dividend distribution policy

PursuanttoRegulation43AoftheSEBI(ListingObligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy, which sets out the guiding principles and parameters to be considered by the Board while recommending or declaring a dividend. The Policy is available on the Companys website and can be accessed at: https://www.vaibhavjewellers.com/investor-relations

29. Compliance with the provisions relating to the Maternity Benefits Act, 1961

The Company is committed to providing an inclusive, equitable and employee-friendly workplace and extends maternity benefits to its eligible women employees in accordance with the applicable provisions governing maternity benefits under the labour laws in force. The Company remains committed to promoting gender equality, employee well-being and work-life balance by ensuring compliance with all applicable statutory requirements relating to maternity benefits and by providing a supportive and inclusive work environment.

30. Details of significant and material orders passed by the regulators, courts and tribunals

There were no significant or material orders passed by any Court, Tribunal, Statutory Authority or Regulatory

Authority during the financial year under review which could impact the going concern status of the Company or materially affect its future operations.

31. Subsidiaries, associates and joint ventures

During the financial year under review, the Company did not have any subsidiary, associate or joint venture within the meaning of the Companies Act, 2013. Further, no company became or ceased to be a subsidiary, associate or joint venture of the Company during the financial year. Accordingly, the provisions relating to the preparation of Consolidated Financial Statements under Section 129(3) of the Companies Act, 2013 and disclosure of the salient features of the financial statements of subsidiaries, associates and joint ventures in Form AOC-1 do not apply to the Company.

32.Corporate governance

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report, together with the certificate from the Practising Company Secretary confirming compliance with the conditions of Corporate Governance, forms part of this Annual Report as Annexure – G .

33. Vigil mechanism / whistle blower policy

Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and adopted a Whistle Blower Policy to provide Directors, employees and other stakeholders with an appropriate mechanism to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct or any other improper practices.

The Policy provides adequate safeguards against victimisation of whistle blowers and ensures direct access to the Chairperson of the Audit Committee in appropriate cases. During the financial year under review, no person was denied access to the Chairperson of the Audit Committee. The Vigil Mechanism is administered under the supervision of the designated Vigilance Officer, and the functioning of the mechanism is periodically reviewed by the Audit Committee. Mrs. Sai Keerthana Grandhi, Whole time Director & CFO is the Vigilance Officer to oversee the Vigil Mechanism System in the Company. The Whistle Blower Policy is available on the Companys website at: https://www.vaibhavjewellers.com/investor-relations

34. Statement in respect of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing a safe, secure, inclusive and respectful workplace for all its employees and has zero tolerance towards any form of sexual harassment.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. An Internal Committee has been duly constituted to redress complaints and ensure compliance with the applicable statutory requirements. The Company conducts awareness programmes and sensitisation initiatives from time to time to promote a respectful workplace culture and ensure that all employees are aware of their rights and responsibilities under the Policy.

During the financial year under review:

• Number of complaints received: Nil

• Number of complaints disposed of: Nil

• Number of complaints pending as at March 31, 2026: Nil

35. Details of difference between the valuation done at the time of one time settlement and valuation done while taking loan from the banks or financial institutions along with reasons thereof

Pursuant to Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, the Company confirms that there were no instances of one-time settlement with any Bank or Financial Institution during the financial year under review. Accordingly, the disclosure relating to the difference between the valuation carried out at the time of one-time settlement and the valuation undertaken while availing loans from Banks or Financial Institutions is not applicable.

36. Statement concerning development and implementation of Risk Management Policy of the company

The Company has adopted a Risk Management Policy to establish a structured framework for identifying, assessing, monitoring and mitigating risks that may impact the achievement of its strategic, operational, financial and regulatory objectives. The Policy integrates risk management into the Companys business processes and decision-making framework, thereby strengthening corporate governance and supporting sustainable business growth.

In accordance with the Risk Management Policy, defined roles and responsibilities have been assigned to the Board of Directors, the Risk Management Committee, the Managing Director, the Risk Officer and the functional heads to ensure effective implementation and continuous monitoring of the risk management framework. The Company maintains risk registers across relevant functions and periodically reviews significant risks and mitigation measures through a structured reporting mechanism.

In accordance with the provisions of Listing Regulations, the Board has formed a Risk Management Committee. Your Company has in place comprehensive risk management policy to maintain procedures and systems that enable us to effectively identify, monitor, control and respond to these risks. The Risk Management Policy is available on the Companys website at: https://www.vaibhavjewellers.com/ investor-relations

37. Compliance with secretarial standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013, namely Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), during the financial year under review.

38. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year

During the financial year under review, no application was made, nor were any proceedings initiated or pending against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016, as at March 31, 2026.

39. Details of adequacy of internal financial controls with reference to the financial statements

The Company has established and maintains adequate Internal Financial Controls with reference to the Financial Statements, commensurate with the nature, size and complexity of its business operations.

The Companys Internal Financial Control framework is designed to provide reasonable assurance regarding the orderly and efficient conduct of its business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, timely preparation of reliable financial information and compliance with applicable laws, regulations and internal policies.

The designated system ensures that all transactions are authorised, recorded and reported correctly, timely preparation and reporting of reliable financial statements, safeguarding of assets and prevention and detection of fraud and errors.

The Audit Committee periodically reviews the internal control system to ensure that it remains effective and aligned with the business requirements of your Company. In addition, the Company has appointed an Internal Auditor to regularly carry out review of the internal control systems and procedures. Our internal audit functions evaluate the adequacy and efficacy of internal systems on a continuous basis to ensure that business units comply with our policies, compliance requirements, and internal guidelines. During the year, such controls and systems were tested and no material weaknesses in the design and operation were observed.

40. Code for prevention of insider trading

The Company has adopted a Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons and their Immediate Relatives (PIT Code) in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.

The PIT Code lays down the framework governing trading in the Companys securities by Designated Persons and their Immediate Relatives and prescribes the procedures for identification, preservation and handling of Unpublished Price Sensitive Information (UPSI). The Company has also established adequate internal controls and systems for maintaining the confidentiality of UPSI, preventing insider trading and ensuring compliance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, to ensure timely, uniform and adequate dissemination of UPSI.

Your Company has adopted a Code of Conduct and Code to Regulate, Monitor and Report Trading in your Companys shares by Designated Persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing your Companys shares and sharing Unpublished Price Sensitive Information (UPSI). The PIT Code covers your Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, your Company also has Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). The aforesaid Codes are available on the Companys website at: https://www.vaibhavjewellers. com/investor-relations

41. Green initiative

The Company is committed to promoting environmental sustainability and supports the Green Initiative of the Ministry of Corporate Affairs, Government of India, aimed at reducing paper consumption through electronic communication with shareholders In accordance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the Company continues to send the Notice of General Meetings, Annual Reports and other communications to those Members whose e-mail addresses are registered with their respective Depository Participants or the Companys Registrar and Share Transfer Agent (RTA), thereby contributing to a paperless and environmentally sustainable governance framework.

Members who have not yet registered or updated their e-mail addresses are requested to do so with their respective Depository Participants, in case of shares held in dematerialised form, or with the Companys Registrar and Share Transfer Agent, in case of shares held in physical form, to enable the Company to send all communications electronically.

42. Acknowledgements

The Board of Directors places on record its sincere appreciation and gratitude to the shareholders, customers, employees, bankers, financial institutions, investors, business associates, vendors, suppliers, communities and all other stakeholders for their continued trust, confidence, support and valuable association with the Company.

The Directors express their deep appreciation to all employees for their unwavering dedication, commitment, professionalism and collective efforts, which have significantly contributed to the Companys sustained growth, operational excellence and continued success during the financial year.

The Board also conveys its sincere gratitude to the Government of India, the Governments of Andhra Pradesh, Telangana and other States, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Stock Exchanges and other statutory, regulatory and governmental authorities for their continued guidance, support and cooperation.

	By order of the Board of Directors
	For Manoj Vaibhav Gems \u2018N\u2019 Jewellers Limited
	Sd/
	Bharata Mallika Ratna Kumari Grandhi
Place: Visakhapatnam	Chairperson & Managing Director
Date: August 10, 2026	(DIN: 00492520)